Cipher Digital Prices $850M 2032 Convertible Notes, Adds Capped Calls and Exchanges $165.9M 2030s

Cipher Digital executed multiple financing actions tied to its capital structure. The company issued $850 million of 0.00% senior unsecured convertible notes due 2032 with an initial conversion price of approximately $15.31 per share and granted initial purchasers a 13-day option to buy up to $150 million more. To mitigate dilution, Cipher Digital purchased approximately $89.7 million of capped calls with a cap price of $28.35 covering the shares underlying the notes. Concurrently, it exchanged about $165.9 million of its 2030 convertible notes for roughly 40.7 million shares, reducing the 2030 notes outstanding to about $6.6 million and improving its maturity profile.

Agreement 1: Cipher Digital Sells $850 Million 0.00% Convertible Notes Due 2032; Adds $150 Million Option

• Agreement type: Indenture and issuance of senior unsecured convertible notes
• Counterparty: U.S. Bank Trust Company
• Signed / Effective: Oct 16 2026 / Oct 16 2026
• Duration / Termination: Through Nov 1 2032
• Reason: Enhance liquidity and extend debt maturities

Agreement 2: Cipher Digital Buys $89.7 Million Capped Calls to Limit Dilution on 2032 Converts

• Agreement type: Capped call transactions on 2032 convertible notes
• Counterparty: Various financial institutions
• Signed / Effective: Oct 13 2026 / Oct 13 2026
• Duration / Termination: Through note maturity
• Reason: Mitigate dilution from potential note conversions

Agreement 3: Cipher Digital Exchanges $165.9 Million of 2030 Notes for 40.7 Million Shares

• Agreement type: Exchange agreements for 2030 Convertible Senior Notes
• Counterparty: Holders of 2030 Notes
• Signed / Effective: Oct 13 2026 / Oct 16 2026
• Duration / Termination: One-time
• Reason: Reduce 2030 notes outstanding and simplify capital structure

Original SEC Filing: Cipher Digital Inc. [ CIFR ] - 8-K - Oct. 16, 2026